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Main Contents
Mitsui & Co., Ltd. ("Mitsui", Head Office: Tokyo, President and CEO: Kenichi Hori) today decided to divest all of its shares in Mitsui Rail Capital Europe B.V. ("MRCE"), its wholly-owned subsidiary engaged in full-service locomotive leasing business in Europe, to Beacon Rail Metro Finance B.V., and has signed a share purchase agreement (the "Transaction"). While Mitsui has been contributing to the sustainable growth of European freight and passenger rail transport services for about 20 years through MRCE, the Transaction is to be carried out as part of an ongoing strategy to reorganize its business portfolio.
1. Overview of the subsidiary to be transferred (MRCE)
Please scroll horizontally to look at table below.
| (1) Name | Mitsui Rail Capital Europe B.V. | ||
|---|---|---|---|
| (2) Location | Barbara Strozzilaan 366, Eurocenter Building 2, 5th Floor,1083 HN Amsterdam, The Netherlands | ||
| (3) Title and name of representative | Morihiro Aoki (CEO) | ||
| (4) Description of business | Full service locomotive leasing business in Europe (Number of locomotives handled: Approximately 220) |
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| (5) Capital | 78 million euros (12,090 million yen) Converted at a EUR/JPY rate of 155 |
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| (6) Date of establishment | October 7, 2004 | ||
| (7) Major shareholders and ownership ratios | Mitsui 100% | ||
| (8) Relationship between Mitsui and the said company | Capital relationship | MRCE is 100% owned by Mitsui. | |
| Personnel relationship | Mitsui dispatches directors and an employee to MRCE. | ||
| Business relationship | Mitsui grants guarantee for MRCE's financial indebtedness. | ||
| (9) Operating results and financial positions of said company for the last three years Converted at a EUR/JPY rate of 155 |
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| Fiscal year ended | FY March, 2020 | FY March, 2021 | FY March, 2022 |
| Total assets | 743 million euros 115,104 million yen |
680 million euros 105,390 million yen |
640 million euros 99,153 million yen |
| Revenue | 122 million euros 18,904 million yen |
99 million euros 15,303 million yen |
149 million euros 23,107 million yen |
2. Overview of the counterparty to the acquisition of shares
| (1) Name | Beacon Rail Metro Finance B.V. | |
|---|---|---|
| (2) Location | 1076 Amsterdam, Locatellikade 1, Netherlands | |
| (3) Description of business | Rail lessor of passenger and freight rolling stock across the UK and continental Europe | |
| (4) Relationship between Mitsui and the said company | Capital relationship | n.a. |
| Personnel relationship | n.a. | |
| Business relationship | n.a. | |
| Status of related parties | n.a. | |
3. Number of shares transferred, transfer price, and shareholding before and after the transfer
| (1) Number of shares held before the change | 780,000 shares (Ratio of voting rights held: 100%) |
|---|---|
| (2) Number of shares transferred | 780,000 shares |
| (3) Number of shares held after the change | 0 shares (Ratio of voting rights held: 0%) |
| (4) Transfer price | The transfer price is not disclosed based on an agreement between the parties. The transfer price is an appropriate amount determined through bidding. |
4. Schedule
| (1) Date of resolution at the meeting of the Board of Directors | August 7, 2023 |
|---|---|
| (2) Date of share purchase agreement signing | August 7, 2023 |
| (3) Completion date of the transfer | Before the end of the fiscal year ending March 2024 (scheduled) |
5. Outlook for the future
This Transaction is expected to be completed by the end of the fiscal year ending March 2024, subject to approval by relevant authorities. Mitsui will record a profit following the completion of the Transaction, the majority of which has been reflected in Mitsui's forecast for the fiscal year ending March 2024 announced on May 2, 2023.